Exhibit 31.2


CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Steven F. Groth, certify that:

1.   I have reviewed this annual report on Form 10-K of Financial
     Federal Corporation;

2.   Based on my knowledge, this report does not contain any untrue
     statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the
     circumstances under which such statements were made, not
     misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other
     financial information included in this report, fairly present in
     all material respects the financial condition, results of
     operations and cash flows of the registrant as of, and for, the
     periods presented in this report;

4.   The registrant's other certifying officer(s) and I are
     responsible for establishing and maintaining disclosure controls
     and procedures (as defined in Exchange Act Rules 13a-15(e) and
     15d-15(e)) for the registrant and have:

     (a)  Designed such disclosure controls and procedures, or caused
          such disclosure controls and procedures to be designed under
          our supervision, to ensure that material information
          relating to the registrant, including its consolidated
          subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this
          report is being prepared;

     (b)  Evaluated the effectiveness of the registrant's disclosure
          controls and procedures and presented in this report our
          conclusions about the effectiveness of the disclosure
          controls and procedures, as of the end of the period covered
          by this report based on such evaluation; and

     (c)  Disclosed in this report any change in the registrant's
          internal control over financial reporting that occurred
          during the registrant's most recent fiscal quarter (the
          registrant's fourth fiscal quarter in the case of an annual
          report) that has materially affected, or is reasonably
          likely to materially affect, the registrant's internal
          control over financial reporting; and

5.   The registrant's other certifying officer and I have disclosed,
     based on our most recent evaluation of internal control over
     financial reporting, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons
     performing the equivalent functions):

     (a)  All significant deficiencies and material weaknesses in the
          design or operation of internal control over financial
          reporting which are reasonably likely to adversely affect
          the registrant's ability to record, process, summarize and
          report financial information; and

     (b)  Any fraud, whether or not material, that involves management
          or other employees who have a significant role in the
          registrant's internal control over financial reporting.


Date:     October 24, 2003
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                                   /s/ Steven F. Groth
                                   ----------------------------------
                                   Chief Financial Officer and Senior
                                   Vice President


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